Delaware, with over 1.6 million corporations and unincorporated entities — including most of the nation’s publicly traded companies and companies in the Fortune 500 — is a very important formation state. Every year Delaware’s legislature amends the statutes governing all of those corporations and unincorporated entities. This checklist summarizes the changes made to Delaware’s corporation, LLC, LP, and partnership laws during the recently completed 2021 legislative session.
These bills amend, among other things:
- Sections of the corporation law governing emergency powers and bylaws (including a provision specifically including an epidemic, pandemic, and declaration of a national emergency as events giving rise to emergency powers), mandatory indemnification of officers, and holding company mergers
- Sections of the corporation law governing the vote required to become a public benefit corporation (PBC), duties of directors of PBCs, and appraisal rights in connection with PBCs
- Sections of the LLC, LP, and partnership laws confirming that statutory appraisal rights are not available, allowing books and records to be maintained in other than paper form, providing that a foreign general partnership may not be a registered agent, and permitting LLCs and LPs to include information beyond that statutorily required in their certificates of divisions
The 2021 amendments to Delaware’s business entity statutes contain some significant changes. Attorneys, business owners, investors, and managers will benefit from familiarizing themselves with these changes.
For additional information on the services CT provides to Delaware's business entities, see our Delaware Registered Agent services.